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 11, 1996

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

           Delaware               1-12166            84-1092482
 (STATE OR OTHER JURISDICTION   (COMMISSION        (IRS EMPLOYER
       OF INCORPORATION)        FILE NUMBER)    IDENTIFICATION NO.)

     Southern Pacific Building, One Market Plaza, San Francisco, CA   94105 
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE) 

     Registrant's telephone number, including area code  (415) 541-1000

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


     Item 1.  Changes in Control of  Registrant.

          On  September 11, 1996, pursuant to the Amended and Restated
     Agreement and Plan of Merger (the "Merger Agreement"), dated as
     of July 12, 1996, by and among Southern Pacific Rail Corporation
     ("Southern Pacific"), Union Pacific Corporation ("UP"), Union
     Pacific Railroad Company, UP Holding Company, Inc. ("Holding")
     and Union Pacific Merger Co. ("Mergerco"), Southern Pacific was
     merged with and into Holding (the "Merger") with Holding as the
     surviving corporation.  Immediately following the Merger, the
     name of the surviving corporation was changed to "Southern
     Pacific Rail Corporation."  As a result of the Merger, each share
     of Southern Pacific common stock, par value $.001 per share (the
     "Shares"), was converted into the right to receive, in accordance
     with the elections filed by the stockholders of Southern Pacific,
     (a) $25.00 per Share in cash, without interest thereon, (b) .4065
     shares of UP common stock, par value $2.50 per share, for each
     Share, or (c) a combination thereof, all as more fully set forth
     in the Merger Agreement.  A copy of the press release issued by
     UP announcing the consummation of the Merger is attached as
     Exhibit 99.1 and is incorporated herein by reference in its
     entirety.

           On September 5, 1996, UP commenced a tender offer (the
     "Tender Offer") for any and all of the outstanding 9-3/8% Senior
     Notes due 2005 (the "Notes") of Southern Pacific.  The Tender
     Offer will expire at 12:00 midnight, New York City time, on
     October 2, 1996, unless extended.  The Tender Offer is
     conditioned upon the receipt of consents (the "Consent
     Solicitation") from holders of a majority of the principal amount
     of the Notes outstanding to certain amendments to the Indenture,
     dated as of August 15, 1993 (the "Indenture"), by and between
     Southern Pacific and State Street Bank and Trust Company, a
     Massachusetts trust company (and successor to The First National
     Bank of Boston), as amended, which provided for the issuance of
     the Notes.  A copy of the press release issued by UP announcing
     the commencement of the Tender Offer and Consent Solicitation is
     attached as Exhibit 99.2 and is incorporated herein by reference
     in its entirety.

          As a result of the Merger, Southern Pacific is a wholly-
     owned subsidiary of UP.   Southern Pacific will continue to file
     periodic reports under the Securities Exchange Act of 1934, as
     amended, until such time as the Indenture is amended pursuant to
     the Consent Solicitation to eliminate a covenant in the Indenture
     requiring Southern Pacific to file such periodic reports. 

          Certain additional information about the Merger which is
     required by Item 1 of this Current Report on Form 8-K is
     incorporated herein by reference from the information set forth
     in the Joint Proxy Statement/Prospectus, dated July 16, 1996, of
     Southern Pacific and UP.

     Item 7.   Financial Statements, Pro Forma Financial Information
               and Exhibits.

          (c)  Exhibits

     20   Joint Proxy Statement/Prospectus, dated July 16, 1996, of
          Southern Pacific Rail Corporation and Union Pacific
          Corporation, incorporated by reference to the Post-Effective
          Amendment No. 2 to the Registration Statement on  Form S-4
          as filed with the Securities and Exchange Commission on July
          16, 1996.

     99.1 Text of Press Release, dated September 11, 1996, issued by
          Union Pacific Corporation announcing consummation of the
          Merger. 

     99.2 Text of Press Release, dated September 4, 1996, issued by
          Union Pacific Corporation announcing commencement of the
          tender offer for Southern Pacific Senior Notes. 


                                 SIGNATURES

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

     September 11, 1996

                              SOUTHERN PACIFIC RAIL CORPORATION

                              By: /s/ Carl W. von Bernuth              
                                 ______________________________
                              Name:   Carl W. von Bernuth
                              Title:  Vice President


                               EXHIBIT INDEX

     Exhibit                    Description

     20                       Joint Proxy Statement/Prospectus, dated
                              July 16, 1996, of Southern Pacific Rail
                              Corporation and Union Pacific
                              Corporation, incorporated by reference
                              to the Post-Effective Amendment No. 2 to
                              the Registration Statement on  Form S-4
                              as filed with the Securities and
                              Exchange Commission on July 16, 1996.

     99.1                     Text of Press Release, dated September
                              11, 1996, issued by Union Pacific
                              Corporation announcing consummation of
                              the Merger.  

     99.2                     Text of Press Release, dated September
                              4, 1996, issued by Union Pacific
                              Corporation announcing commencement of
                              the tender offer for Southern Pacific
                              Senior Notes.
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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 11, 1996

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

           Delaware               1-12166            84-1092482
 (STATE OR OTHER JURISDICTION   (COMMISSION        (IRS EMPLOYER
       OF INCORPORATION)        FILE NUMBER)    IDENTIFICATION NO.)

     Southern Pacific Building, One Market Plaza, San Francisco, CA   94105 
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE) 

     Registrant's telephone number, including area code  (415) 541-1000

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

     Item 1.  Changes in Control of  Registrant.

          On  September 11, 1996, pursuant to the Amended and Restated
     Agreement and Plan of Merger (the "Merger Agreement"), dated as
     of July 12, 1996, by and among Southern Pacific Rail Corporation
     ("Southern Pacific"), Union Pacific Corporation ("UP"), Union
     Pacific Railroad Company, UP Holding Company, Inc. ("Holding")
     and Union Pacific Merger Co. ("Mergerco"), Southern Pacific was
     merged with and into Holding (the "Merger") with Holding as the
     surviving corporation.  Immediately following the Merger, the
     name of the surviving corporation was changed to "Southern
     Pacific Rail Corporation."  As a result of the Merger, each share
     of Southern Pacific common stock, par value $.001 per share (the
     "Shares"), was converted into the right to receive, in accordance
     with the elections filed by the stockholders of Southern Pacific,
     (a) $25.00 per Share in cash, without interest thereon, (b) .4065
     shares of UP common stock, par value $2.50 per share, for each
     Share, or (c) a combination thereof, all as more fully set forth
     in the Merger Agreement.  A copy of the press release issued by
     UP announcing the consummation of the Merger is attached as
     Exhibit 99.1 and is incorporated herein by reference in its
     entirety.

           On September 5, 1996, UP commenced a tender offer (the
     "Tender Offer") for any and all of the outstanding 9-3/8% Senior
     Notes due 2005 (the "Notes") of Southern Pacific.  The Tender
     Offer will expire at 12:00 midnight, New York City time, on
     October 2, 1996, unless extended.  The Tender Offer is
     conditioned upon the receipt of consents (the "Consent
     Solicitation") from holders of a majority of the principal amount
     of the Notes outstanding to certain amendments to the Indenture,
     dated as of August 15, 1993 (the "Indenture"), by and between
     Southern Pacific and State Street Bank and Trust Company, a
     Massachusetts trust company (and successor to The First National
     Bank of Boston), as amended, which provided for the issuance of
     the Notes.  A copy of the press release issued by UP announcing
     the commencement of the Tender Offer and Consent Solicitation is
     attached as Exhibit 99.2 and is incorporated herein by reference
     in its entirety.

          As a result of the Merger, Southern Pacific is a wholly-
     owned subsidiary of UP.   Southern Pacific will continue to file
     periodic reports under the Securities Exchange Act of 1934, as
     amended, until such time as the Indenture is amended pursuant to
     the Consent Solicitation to eliminate a covenant in the Indenture
     requiring Southern Pacific to file such periodic reports. 

          Certain additional information about the Merger which is
     required by Item 1 of this Current Report on Form 8-K is
     incorporated herein by reference from the information set forth
     in the Joint Proxy Statement/Prospectus, dated July 16, 1996, of
     Southern Pacific and UP.

     Item 7.   Financial Statements, Pro Forma Financial Information
               and Exhibits.

          (c)  Exhibits

     20   Joint Proxy Statement/Prospectus, dated July 16, 1996, of
          Southern Pacific Rail Corporation and Union Pacific
          Corporation, incorporated by reference to the Post-Effective
          Amendment No. 2 to the Registration Statement on  Form S-4
          as filed with the Securities and Exchange Commission on July
          16, 1996.

     99.1 Text of Press Release, dated September 11, 1996, issued by
          Union Pacific Corporation announcing consummation of the
          Merger. 

     99.2 Text of Press Release, dated September 4, 1996, issued by
          Union Pacific Corporation announcing commencement of the
          tender offer for Southern Pacific Senior Notes. 

                                 SIGNATURES

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

     September 11, 1996

                              SOUTHERN PACIFIC RAIL CORPORATION

                              By: /s/ Carl W. von Bernuth              
                                 ______________________________
                              Name:   Carl W. von Bernuth
                              Title:  Vice President

                               EXHIBIT INDEX

     Exhibit                    Description

     20                       Joint Proxy Statement/Prospectus, dated
                              July 16, 1996, of Southern Pacific Rail
                              Corporation and Union Pacific
                              Corporation, incorporated by reference
                              to the Post-Effective Amendment No. 2 to
                              the Registration Statement on  Form S-4
                              as filed with the Securities and
                              Exchange Commission on July 16, 1996.

     99.1                     Text of Press Release, dated September
                              11, 1996, issued by Union Pacific
                              Corporation announcing consummation of
                              the Merger.  

     99.2                     Text of Press Release, dated September
                              4, 1996, issued by Union Pacific
                              Corporation announcing commencement of
                              the tender offer for Southern Pacific
                              Senior Notes.