As filed with the Securities and Exchange Commission on September 15, 1997
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                       UNION PACIFIC RESOURCES GROUP INC.
               (Exact name of issuer as specified in its charter)


                Utah                                 13-2647483
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation organization)
                                801 Cherry Street
                             Fort Worth, Texas 76102
                                 (817) 877-6000
                    (Address of principal executive offices)

                       UNION PACIFIC RESOURCES GROUP INC.
                EXECUTIVE DEFERRED COMPENSATION PLAN (the "EDCP")

        UNION PACIFIC RESOURCES GROUP DEFERRED COMPENSATION PLAN FOR THE
                        BOARD OF DIRECTORS (the "DDCP")
                            (Full title of the plans)

                               Mark L. Jones, Esq.
                                General Attorney
                       Union Pacific Resources Group Inc.
                                801 Cherry Street
                             Fort Worth, Texas 76102
                     (Name and address of agent for service)
                                 (817) 877-6000
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
     Title of securities              Amount to be            Proposed maximum          Proposed maximum               Amount of
       to be registered                registered              offering price          aggregate offering          registration fee
                                                                  per share                   price
------------------------------  ------------------------- ------------------------- ------------------------- ---------------------
<S>                                    <C>                        <C>                     <C>                          <C>      
        Common Stock,                  250,000(1)                 $24.50(2)               $6,125,000(2)                $1,856(3)
         no par value
------------------------------  ------------------------- ------------------------- ------------------------- ---------------------
    Deferred Compensation            $12,500,000(5)                 100%                   $12,500,000                 $3,788(3)
        Obligations(4)
==============================  ========================= ========================= ========================= =====================
</TABLE>

(1)  Represents 200,000 shares that may be offered or sold pursuant to the EDCP
     and 50,000 shares that may be offered or sold pursuant to the DDCP,
     including associated preferred stock purchase rights.
(2)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
     calculating the registration fee based on the average of the reported high
     and low sales prices for a share of Common Stock on September 12, 1997 as
     reported on the New York Stock Exchange.
(3)  Calculated pursuant to Section 6(b) as follows: 1/33 of one percent of the
     maximum aggregate offering price.
(4)  The Deferred Compensation Obligations are unsecured obligations of Union
     Pacific Resources Group Inc. to pay deferred compensation in the future in
     accordance with the terms of the EDCP and the DDCP.
(5)  Represents registration of obligations concerning $10,000,000 that may be
     deferred pursuant to the EDCP and $2,500,000 that may be deferred pursuant
     to the DDCP.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Union Pacific Resources Group Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:

          (a) the Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1996 as amended by Form 10-K/A dated June 30, 1997;

          (b) the Registrant's Quarterly Report on Form 10-Q for the quarters
     ended March 31, 1997 and June 30, 1997;

          (c) the Registrant's Current Report on Form 8-K dated June 24, 1997;

          (d) the description of the Registrant's Common Stock, no par value
     (the "Common Stock"), set forth in the Registrant's Form 8-A dated August
     21, 1995; and

          (e) the description of the Registrant's preferred stock purchase
     rights (the "Rights") set forth in the Registrant's Form 8-A dated October
     29, 1996.

     All reports and other documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this registration statement, and prior to the filing of a
post-effective amendment to this registration statement that indicates that all
securities offered by this registration statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be part hereof
from the date of filing of such documents. Each document incorporated by
reference into this registration statement shall be deemed to be a part of this
registration statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
registration statement.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

     Experts. The financial statements incorporated by reference from the
Registrant's annual report on Form 10-K for the year ended December 31, 1996,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

     With respect to the unaudited interim financial information for periods
ended March 31, 1997 and 1996 and June 30, 1997 and 1996 which is incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in the Registrant's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997 and
incorporated by reference herein, they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. Deloitte & Touche LLP are
not subject to the liability provisions of Section 11 of the Securities Act of
1933, as amended (the "Securities Act"), for their reports on the unaudited
interim financial information because those reports are not "reports" or a
"part" of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Securities Act.

Item 4. Description of Securities.

     With respect to the Deferred Compensation Obligations registered hereby,
the Registrant will provide directors and eligible employees the opportunity for
the deferral of compensation, including certain long-term and incentive
compensation, as specified in the EDCP and the DDCP. The obligations of the
Registrant under such agreements (the "Obligations") will be unsecured general
obligations of the Registrant to pay the deferred compensation in the

                                      II-1

<PAGE>

future in accordance with the terms of the EDCP and the DDCP, and will rank pari
passu with other unsecured and unsubordinated indebtedness of the Registrant
from time to time outstanding. However, because the Registrant is a holding
company, the right of the Registrant, and hence, the right of creditors of the
Registrant (including participants in the EDCP and the DDCP), to participate in
any distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Registrant
itself as a creditor of the subsidiary may be recognized.

     The amount of compensation to be deferred by each participating director
and employee (each a "Participant") will be determined in accordance with the
EDCP and DDCP based on elections by each Participant. In general, each
Obligation will be payable on a date selected by each Participant in accordance
with the terms of the Plan. The Obligations will be indexed to one or more
return options individually chosen by each Participant from a list of investment
media. Each Participant's Obligation will be adjusted to reflect the investment
experience, whether positive or negative, of the selected return options,
including any appreciation or depreciation.

     A Participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the EDCP and
the DDCP, by written will, or by the laws of descent and distribution.

     The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Registrant. No trustee has
been appointed having the authority to take action with respect to the
Obligations, and each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
requests for consents, waivers or amendments pertaining to the Obligations,
enforcing covenants and taking action upon default.

     A description of the Common Stock and Rights registered hereby is not
necessary within this registration statement because the descriptions of such
classes of securities are contained in the Commission filings referenced in
paragraphs (d) and (e) of Item 3 above and incorporated by reference herein.

Item 5. Interests of Named Experts and Counsel.

     An opinion concerning the validity of the issuance of shares of Common
Stock and the validity and binding nature of the Obligations has been passed
upon for the Registrant by Mark L. Jones, General Attorney of the Registrant.
Mr. Jones beneficially owns, or has rights to acquire under employee benefit
plans, an aggregate of less than 1% of the Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers.

     The Registrant is a Utah corporation. Section 16-10a-901 et. seq. of the
Utah Revised Business Corporation Act (the "UBCA") grants to a corporation the
power to indemnify an individual made a party to a lawsuit or other proceeding
because such party is or was a director or officer. A corporation is further
empowered under Section 16-10a-908 of the UBCA 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. The Registrant maintains insurance on behalf of
directors and officers against liability asserted against them arising out of
their status as such. The Registrant's Amended and Restated By-Laws (the "UPR
By-Laws") provide for mandatory indemnification of its directors, officers and
employees and those of its subsidiaries, against liability asserted against them
arising out of their status as such.

     The Registrant's Amended and Restated Articles of Incorporation, as amended
(the "UPR Charter"), eliminate in certain circumstances the personal liability
of directors of the Registrant for monetary damages for their action or failure
to act as a director. These provisions of the UPR Charter do not eliminate the
liability of a director for (i) the

                                      II-2


<PAGE>

amount of a financial benefit received by a director to which he 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 UBCA (relating to
the liability of directors for unlawful distributions) or (iv) an intentional
violation of criminal law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to statute, the UPR By-laws, or otherwise, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

   Not Applicable.

Item 8. Exhibits.

<TABLE>
<S>          <C>
    5.1      Opinion of Mark L. Jones, Esq., General Attorney of the Registrant.

   15.1      Letter regarding unaudited interim financial information.

   23.1      Consent of Deloitte & Touche LLP.

   23.2      Consent of Mark L. Jones, Esq., General Attorney of the Registrant (included in Exhibit
              5.1 above).

   24.1      Power of Attorney (set forth on signature pages of this Registration Statement).

   24.2      Form of Power of Attorney executed concerning the attorney-in-fact set forth on the signature
             pages of this Registration Statement.

   99.1      Union Pacific Resources Group Inc. Executive Deferred Compensation Plan.

   99.2      Union Pacific Resources Group Inc. Deferred Compensation Plan for the Board of Directors.
</TABLE>

Item 9. Undertakings.

   (a)   The undersigned registrant 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)(i)(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;

                                      II-3

<PAGE>

     Provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the registration statement is on Form S-3
or Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant 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.

     (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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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.

                                      II-4




<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Fort Worth, State of Texas, on this 12th day of
September, 1997.

                                 UNION PACIFIC RESOURCES GROUP INC.

                                 By: /s/ Morris B. Smith
                                     ----------------------------------   
                                     Name:  Morris B. Smith
                                     Title: Vice President
                                             and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


      SIGNATURE                                     TITLE                                   DATE
      ---------                                     -----                                   ----
<S>                                      <C>                                            <C>
/s/  Jack L. Messman                     Chairman of the Board and Chief                September 12, 1997
---------------------------------------- Executive Officer (Principal Executive
Jack L. Messman                          Officer)

/s/  Morris B. Smith                     Vice President and Chief                       September 12, 1997
---------------------------------------- Financial Officer (Principal Financial and
Morris B. Smith                          Accounting Officer)

/s/  H. Jesse Arnelle*                   Director                                       September 12, 1997
----------------------------------------
H. Jesse Arnelle

/s/  Preston M. Geren III*               Director                                       September 12, 1997
----------------------------------------
Preston M. Geren III

/s/  Lawrence M. Jones*                  Director                                       September 12, 1997
-----------------------------------------
Lawrence M. Jones

/s/  John W. Poduska, Sr., Ph.D.*        Director                                       September 12, 1997
----------------------------------------
John W. Poduska, Sr., Ph.D.

/s/  Michael E. Rossi*                   Director                                       September 12, 1997
----------------------------------------
Michael E. Rossi

/s/  Samuel K. Skinner*                  Director                                       September 12, 1997
----------------------------------------
Samuel K. Skinner

/s/  James R. Thompson*                  Director                                       September 12, 1997
----------------------------------------
James R. Thompson

*By:  /s/  Mark  L. Jones
      ----------------------------------
       Mark L. Jones
       Executing on behalf of at least
       a majority of the Board of
       Directors as Attorney-in-Fact
</TABLE>


                                      II-5

<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

   Exhibit
   Number
<S>               <C>
    5.1           Opinion of Mark L. Jones, Esq., General Attorney of the Registrant.

   15.1           Letter regarding unaudited interim financial information.

   23.1           Consent of Deloitte & Touche LLP.

   23.2           Consent of Mark L. Jones, Esq., General Attorney of the Registrant (included in
                  Exhibit 5.1).

   24.1           Power of Attorney (set forth on signature pages of this Registration Statement).

   24.2           Form of Power of Attorney executed concerning the attorney-in-fact set forth
                  on the signature pages of this Registration Statement.

   99.1           Union Pacific Resources Group Inc. Executive Deferred Compensation Plan.

   99.2           Union Pacific Resources Group Inc. Deferred Compensation Plan for the Board of
                  Directors.

</TABLE>

                                      II-6
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{"company-data": {"conformed-name": "UNION PACIFIC RESOURCES GROUP INC", "cik": "0000949061", "assigned-sic": "1311", "irs-number": "132647483", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35641", "film-number": "97680745"}, "business-address": {"street1": "PO BOX 7 MS 2702", "street2": "801 CHERRY ST", "city": "FORT WORTH", "state": "TX", "zip": "76102-6203", "phone": "8178776000"}, "mail-address": {"street1": "P O BOX 7 MS 2702", "street2": "801 CHERRY ST", "city": "FORT WORTH", "state": "TX", "zip": "76102-6203"}}
As filed with the Securities and Exchange Commission on September 15, 1997
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                       UNION PACIFIC RESOURCES GROUP INC.
               (Exact name of issuer as specified in its charter)

                Utah                                 13-2647483
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation organization)
                                801 Cherry Street
                             Fort Worth, Texas 76102
                                 (817) 877-6000
                    (Address of principal executive offices)

                       UNION PACIFIC RESOURCES GROUP INC.
                EXECUTIVE DEFERRED COMPENSATION PLAN (the "EDCP")

        UNION PACIFIC RESOURCES GROUP DEFERRED COMPENSATION PLAN FOR THE
                        BOARD OF DIRECTORS (the "DDCP")
                            (Full title of the plans)

                               Mark L. Jones, Esq.
                                General Attorney
                       Union Pacific Resources Group Inc.
                                801 Cherry Street
                             Fort Worth, Texas 76102
                     (Name and address of agent for service)
                                 (817) 877-6000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of securities              Amount to be            Proposed maximum          Proposed maximum               Amount of
       to be registered                registered              offering price          aggregate offering          registration fee
                                                                  per share                   price
------------------------------  ------------------------- ------------------------- ------------------------- ---------------------
Common Stock,                  250,000(1)                 $24.50(2)               $6,125,000(2)                $1,856(3)
         no par value
------------------------------  ------------------------- ------------------------- ------------------------- ---------------------
    Deferred Compensation            $12,500,000(5)                 100%                   $12,500,000                 $3,788(3)
        Obligations(4)
==============================  ========================= ========================= ========================= =====================
(1)  Represents 200,000 shares that may be offered or sold pursuant to the EDCP
     and 50,000 shares that may be offered or sold pursuant to the DDCP,
     including associated preferred stock purchase rights.
(2)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
     calculating the registration fee based on the average of the reported high
     and low sales prices for a share of Common Stock on September 12, 1997 as
     reported on the New York Stock Exchange.
(3)  Calculated pursuant to Section 6(b) as follows: 1/33 of one percent of the
     maximum aggregate offering price.
(4)  The Deferred Compensation Obligations are unsecured obligations of Union
     Pacific Resources Group Inc. to pay deferred compensation in the future in
     accordance with the terms of the EDCP and the DDCP.
(5)  Represents registration of obligations concerning $10,000,000 that may be
     deferred pursuant to the EDCP and $2,500,000 that may be deferred pursuant
     to the DDCP.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Union Pacific Resources Group Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:

          (a) the Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1996 as amended by Form 10-K/A dated June 30, 1997;

          (b) the Registrant's Quarterly Report on Form 10-Q for the quarters
     ended March 31, 1997 and June 30, 1997;

          (c) the Registrant's Current Report on Form 8-K dated June 24, 1997;

          (d) the description of the Registrant's Common Stock, no par value
     (the "Common Stock"), set forth in the Registrant's Form 8-A dated August
     21, 1995; and

          (e) the description of the Registrant's preferred stock purchase
     rights (the "Rights") set forth in the Registrant's Form 8-A dated October
     29, 1996.

     All reports and other documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this registration statement, and prior to the filing of a
post-effective amendment to this registration statement that indicates that all
securities offered by this registration statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be part hereof
from the date of filing of such documents. Each document incorporated by
reference into this registration statement shall be deemed to be a part of this
registration statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
registration statement.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

     Experts. The financial statements incorporated by reference from the
Registrant's annual report on Form 10-K for the year ended December 31, 1996,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

     With respect to the unaudited interim financial information for periods
ended March 31, 1997 and 1996 and June 30, 1997 and 1996 which is incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in the Registrant's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997 and
incorporated by reference herein, they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. Deloitte & Touche LLP are
not subject to the liability provisions of Section 11 of the Securities Act of
1933, as amended (the "Securities Act"), for their reports on the unaudited
interim financial information because those reports are not "reports" or a
"part" of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Securities Act.

Item 4. Description of Securities.

     With respect to the Deferred Compensation Obligations registered hereby,
the Registrant will provide directors and eligible employees the opportunity for
the deferral of compensation, including certain long-term and incentive
compensation, as specified in the EDCP and the DDCP. The obligations of the
Registrant under such agreements (the "Obligations") will be unsecured general
obligations of the Registrant to pay the deferred compensation in the

                                      II-1
future in accordance with the terms of the EDCP and the DDCP, and will rank pari
passu with other unsecured and unsubordinated indebtedness of the Registrant
from time to time outstanding. However, because the Registrant is a holding
company, the right of the Registrant, and hence, the right of creditors of the
Registrant (including participants in the EDCP and the DDCP), to participate in
any distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Registrant
itself as a creditor of the subsidiary may be recognized.

     The amount of compensation to be deferred by each participating director
and employee (each a "Participant") will be determined in accordance with the
EDCP and DDCP based on elections by each Participant. In general, each
Obligation will be payable on a date selected by each Participant in accordance
with the terms of the Plan. The Obligations will be indexed to one or more
return options individually chosen by each Participant from a list of investment
media. Each Participant's Obligation will be adjusted to reflect the investment
experience, whether positive or negative, of the selected return options,
including any appreciation or depreciation.

     A Participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the EDCP and
the DDCP, by written will, or by the laws of descent and distribution.

     The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Registrant. No trustee has
been appointed having the authority to take action with respect to the
Obligations, and each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
requests for consents, waivers or amendments pertaining to the Obligations,
enforcing covenants and taking action upon default.

     A description of the Common Stock and Rights registered hereby is not
necessary within this registration statement because the descriptions of such
classes of securities are contained in the Commission filings referenced in
paragraphs (d) and (e) of Item 3 above and incorporated by reference herein.

Item 5. Interests of Named Experts and Counsel.

     An opinion concerning the validity of the issuance of shares of Common
Stock and the validity and binding nature of the Obligations has been passed
upon for the Registrant by Mark L. Jones, General Attorney of the Registrant.
Mr. Jones beneficially owns, or has rights to acquire under employee benefit
plans, an aggregate of less than 1% of the Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers.

     The Registrant is a Utah corporation. Section 16-10a-901 et. seq. of the
Utah Revised Business Corporation Act (the "UBCA") grants to a corporation the
power to indemnify an individual made a party to a lawsuit or other proceeding
because such party is or was a director or officer. A corporation is further
empowered under Section 16-10a-908 of the UBCA 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. The Registrant maintains insurance on behalf of
directors and officers against liability asserted against them arising out of
their status as such. The Registrant's Amended and Restated By-Laws (the "UPR
By-Laws") provide for mandatory indemnification of its directors, officers and
employees and those of its subsidiaries, against liability asserted against them
arising out of their status as such.

     The Registrant's Amended and Restated Articles of Incorporation, as amended
(the "UPR Charter"), eliminate in certain circumstances the personal liability
of directors of the Registrant for monetary damages for their action or failure
to act as a director. These provisions of the UPR Charter do not eliminate the
liability of a director for (i) the

                                      II-2
amount of a financial benefit received by a director to which he 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 UBCA (relating to
the liability of directors for unlawful distributions) or (iv) an intentional
violation of criminal law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to statute, the UPR By-laws, or otherwise, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

   Not Applicable.

Item 8. Exhibits.
5.1      Opinion of Mark L. Jones, Esq., General Attorney of the Registrant.

   15.1      Letter regarding unaudited interim financial information.

   23.1      Consent of Deloitte & Touche LLP.

   23.2      Consent of Mark L. Jones, Esq., General Attorney of the Registrant (included in Exhibit
              5.1 above).

   24.1      Power of Attorney (set forth on signature pages of this Registration Statement).

   24.2      Form of Power of Attorney executed concerning the attorney-in-fact set forth on the signature
             pages of this Registration Statement.

   99.1      Union Pacific Resources Group Inc. Executive Deferred Compensation Plan.

   99.2      Union Pacific Resources Group Inc. Deferred Compensation Plan for the Board of Directors.
Item 9. Undertakings.

   (a)   The undersigned registrant 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)(i)(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;

                                      II-3
Provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the registration statement is on Form S-3
or Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant 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.

     (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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Fort Worth, State of Texas, on this 12th day of
September, 1997.

                                 UNION PACIFIC RESOURCES GROUP INC.

                                 By: /s/ Morris B. Smith
                                     ----------------------------------   
                                     Name:  Morris B. Smith
                                     Title: Vice President
                                             and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                     TITLE                                   DATE
      ---------                                     -----                                   ----
/s/  Jack L. Messman                     Chairman of the Board and Chief                September 12, 1997
---------------------------------------- Executive Officer (Principal Executive
Jack L. Messman                          Officer)

/s/  Morris B. Smith                     Vice President and Chief                       September 12, 1997
---------------------------------------- Financial Officer (Principal Financial and
Morris B. Smith                          Accounting Officer)

/s/  H. Jesse Arnelle*                   Director                                       September 12, 1997
----------------------------------------
H. Jesse Arnelle

/s/  Preston M. Geren III*               Director                                       September 12, 1997
----------------------------------------
Preston M. Geren III

/s/  Lawrence M. Jones*                  Director                                       September 12, 1997
-----------------------------------------
Lawrence M. Jones

/s/  John W. Poduska, Sr., Ph.D.*        Director                                       September 12, 1997
----------------------------------------
John W. Poduska, Sr., Ph.D.

/s/  Michael E. Rossi*                   Director                                       September 12, 1997
----------------------------------------
Michael E. Rossi

/s/  Samuel K. Skinner*                  Director                                       September 12, 1997
----------------------------------------
Samuel K. Skinner

/s/  James R. Thompson*                  Director                                       September 12, 1997
----------------------------------------
James R. Thompson

*By:  /s/  Mark  L. Jones
      ----------------------------------
       Mark L. Jones
       Executing on behalf of at least
       a majority of the Board of
       Directors as Attorney-in-Fact
II-5
INDEX TO EXHIBITS
Exhibit
   Number
5.1           Opinion of Mark L. Jones, Esq., General Attorney of the Registrant.

   15.1           Letter regarding unaudited interim financial information.

   23.1           Consent of Deloitte & Touche LLP.

   23.2           Consent of Mark L. Jones, Esq., General Attorney of the Registrant (included in
                  Exhibit 5.1).

   24.1           Power of Attorney (set forth on signature pages of this Registration Statement).

   24.2           Form of Power of Attorney executed concerning the attorney-in-fact set forth
                  on the signature pages of this Registration Statement.

   99.1           Union Pacific Resources Group Inc. Executive Deferred Compensation Plan.

   99.2           Union Pacific Resources Group Inc. Deferred Compensation Plan for the Board of
                  Directors.
II-6