<PAGE> 1

As filed with the Securities and Exchange Commission on August 26, 1996

                                               Registration No. 33-__________
______________________________________________________________________________


                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                         ________________
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                         _______________

                    UNION PACIFIC CORPORATION
     (Exact name of registrant as specified in its charter)
                                
           Utah                              13-2626465
 (State or other jurisdiction          I.R.S. Employer Identification No.
      of incorporation              
      or organization)

     Eighth and Eaton Avenues
     Bethlehem, Pennsylvania                              18018
     (Address of Principal Executive Offices)           (Zip Code)
           
           Chicago and North Western Railway Company
         Profit Sharing and Retirement Savings Program
                       (Full title of plan)
                     
                     RICHARD J. RESSLER, ESQ.
                    Assistant General Counsel
                    UNION PACIFIC CORPORATION
                     Eighth and Eaton Avenues
                  Bethlehem, Pennsylvania  18018
                          (610) 861-3200
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

                          CALCULATION OF REGISTRATION FEE

______________________________________________________________________________
Title of securi-    Amount to be   Proposed max-    Proposed max-    Amount of
ties to be          registered     imum offering    imum aggregate   registra-
registered                         price per share  offering price   tion fee
______________________________________________________________________________

<S>                   <C>            <C>              <C>            <C>       
Common Stock,         450,000        $72.625          $32,681,250    $11,269.40
Par Value $2.50       Shares            (1)               (1)          
Per Share                                
______________________________________________________________________________

Plan Interests          (2)             (2)               (2)            (2)
______________________________________________________________________________

<FN>

(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of the
     reported high and low sales price of shares of Common Stock on August 20,
     1996.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Chicago and North Western
     Railway Company Profit Sharing and Retirement Savings Program.  These
     securities have no offering price and therefore, pursuant to Rule
     457(h)(2), no separate registration fee is required.

</TABLE> 

<PAGE> 2 

                              PART II
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------

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

       (a) The Company's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995, as amended;

       (b) The Chicago and North Western Railway Company Profit Sharing and
           Retirement Savings Program Annual Report on Form 11-K for the
           year ended December 31, 1995.

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

       (d) The description of the capital stock of the Company (including
           the Common Stock) that is contained in the Company's Registration
           Statement filed under the Exchange Act under File No. 1-6075,
           including all amendments or reports filed for the purpose of
           updating such description.

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

       The financial statements incorporated by reference in this Registration 
Statement from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended, and from the Plan's Annual Report on Form 11-K
for the year ended December 31, 1995, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.

<PAGE> 3

Item 4.        Description of Securities.
               -------------------------

       Not applicable.

Item 5.        Interests of Named Experts and Counsel.
               --------------------------------------

       Not applicable.

Item 6.        Indemnification of Directors and Officers.
               -----------------------------------------

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

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

Item 7. Exemption from Registration Claimed.
        -----------------------------------

        Not applicable.

Item 8. Exhibits.
        --------

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

Exhibit Number                     Exhibit
- --------------                     -------

     23             -         Consent of Deloitte & Touche LLP.

     24             -         Powers of Attorney.

<PAGE> 4

        The Company hereby undertakes to submit the Plan and any subsequent
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner
and to make all changes required by the IRS in order to qualify the Plan under
Section 401(a) of the Internal Revenue Code, as amended.

Item 9. Undertakings.
        ------------
       (a) The undersigned Company hereby undertakes:

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

               (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, as amended (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;

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

           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
           this Section do not apply if the Registration Statement is on
           Form S-3, Form S-8 or Form F-3, and the information required to
           be included in a post-effective amendment by those paragraphs is
           contained in periodic reports filed with or furnished to the
           Commission by the Company pursuant to Section 13 or Section 15(d)
           of the Exchange Act that are incorporated by reference in the
           Registration Statement.

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

           (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.

<PAGE> 5

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

       (c) Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Company pursuant to the foregoing provisions, or
       otherwise, the Company  has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed
       in the Securities Act and is, therefore, unenforceable.  In the event
       that a claim for indemnification against such liabilities (other than
       payment by the Company of expenses incurred or paid by a director,
       officer or controlling person of the Company in the successful defense
       of any action, suit or proceeding) is asserted by such director,
       officer or controlling person in connection with the securities being
       registered, the Company will, unless in the opinion of its counsel the
       matter has been settled by controlling precedent, submit to a court
       of appropriate jurisdiction the question whether such indemnification
       by it is against public policy as expressed in the Securities Act and
       will be governed by the final adjudication of such issue.               
       
       
<PAGE> 6 

                             SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Union Pacific 
Corporation 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 Bethlehem, Commonwealth of Pennsylvania, on 
this 23rd day of August, 1996.


                              UNION PACIFIC CORPORATION


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


     Pursuant to the requirements of the Securities Act of 1933, this Regis-
tration Statement on Form S-8 has been signed below on this 23rd day of 
August, 1996, by the following persons in the capacities indicated.


          Signature                          Title
          ---------                          ------
          

/s/ Drew Lewis                          Chairman of the Board, Chief Executive
- --------------                          Officer and Director 
    Drew Lewis                          (Principal Executive Officer)


/s/ L. White Matthews, III              Executive Vice President - Finance 
- --------------------------              and Director 
    L. White Matthews, III              (Principal Financial Officer)
                                        (Principal Accounting Officer)

<PAGE> 7

Robert P. Bauman         Director     )
Richard B. Cheney        Director     )
E. Virgil Conway         Director     )
Richard K. Davidson      Director     )
Spencer F. Eccles        Director     )
Elbridge T. Gerry, Jr.   Director     )
William H. Gray, III     Director     )
Judith Richards Hope     Director     )   By:/s/ Thomas E. Whitaker     
Richard J. Mahoney       Director     )          ------------------
Jack L. Messman          Director     )          (Thomas E. Whitaker
John R. Meyer            Director     )          as Attorney-in-Fact)
Thomas A. Reynolds, Jr.  Director     )
James D. Robinson, III   Director     )
Robert W. Roth           Director     )
Richard D. Simmons       Director     )

<PAGE> 8     
     
     Pursuant to the requirements of the Securities Act of 1933, the trustees 
(or other persons who administer the employee benefit plan) have duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Bethlehem, Commonwealth of
Pennsylvania, on this 23rd day of August, 1996.


                            CHICAGO AND NORTH WESTERN
                            RAILWAY COMPANY PROFIT SHARING
                            AND RETIREMENT SAVINGS PROGRAM


                            By:/s/ Ursula F. Fairbairn               
                               -----------------------
                              Ursula F. Fairbairn
                              Named Fiduciary - Plan Administration/
                              Senior Vice President - Human
                              Resources of Union Pacific Corporation




<PAGE> 9 

                        INDEX TO EXHIBITS


Exhibit                                                        
Number                        Exhibit                          
- -------                       -------

  23       -       Consent of Deloitte & Touche LLP.

  24       -       Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "CNW RAILWAY S-8 TEXT", "secsgml_size_bytes": 16128}]
{"company-data": {"conformed-name": "UNION PACIFIC CORP", "cik": "0000100885", "assigned-sic": "4011", "irs-number": "132626465", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10797", "film-number": "96620240"}, "business-address": {"street1": "MARTIN TOWER", "street2": "EIGHTH AND EATON AVES", "city": "BETHLEHEM", "state": "PA", "zip": "18018", "phone": "6108613200"}}
1

As filed with the Securities and Exchange Commission on August 26, 1996

                                               Registration No. 33-__________
______________________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                         ________________
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                         _______________

                    UNION PACIFIC CORPORATION
     (Exact name of registrant as specified in its charter)
                                
           Utah                              13-2626465
 (State or other jurisdiction          I.R.S. Employer Identification No.
      of incorporation              
      or organization)

     Eighth and Eaton Avenues
     Bethlehem, Pennsylvania                              18018
     (Address of Principal Executive Offices)           (Zip Code)
           
           Chicago and North Western Railway Company
         Profit Sharing and Retirement Savings Program
                       (Full title of plan)
                     
                     RICHARD J. RESSLER, ESQ.
                    Assistant General Counsel
                    UNION PACIFIC CORPORATION
                     Eighth and Eaton Avenues
                  Bethlehem, Pennsylvania  18018
                          (610) 861-3200
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

______________________________________________________________________________
Title of securi-    Amount to be   Proposed max-    Proposed max-    Amount of
ties to be          registered     imum offering    imum aggregate   registra-
registered                         price per share  offering price   tion fee
______________________________________________________________________________
Common Stock,         450,000        $72.625          $32,681,250    $11,269.40
Par Value $2.50       Shares            (1)               (1)          
Per Share                                
______________________________________________________________________________

Plan Interests          (2)             (2)               (2)            (2)
______________________________________________________________________________
(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of the
     reported high and low sales price of shares of Common Stock on August 20,
     1996.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Chicago and North Western
     Railway Company Profit Sharing and Retirement Savings Program.  These
     securities have no offering price and therefore, pursuant to Rule
     457(h)(2), no separate registration fee is required.
2 

                              PART II
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------

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

       (a) The Company's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995, as amended;

       (b) The Chicago and North Western Railway Company Profit Sharing and
           Retirement Savings Program Annual Report on Form 11-K for the
           year ended December 31, 1995.

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

       (d) The description of the capital stock of the Company (including
           the Common Stock) that is contained in the Company's Registration
           Statement filed under the Exchange Act under File No. 1-6075,
           including all amendments or reports filed for the purpose of
           updating such description.

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

       The financial statements incorporated by reference in this Registration 
Statement from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended, and from the Plan's Annual Report on Form 11-K
for the year ended December 31, 1995, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
3

Item 4.        Description of Securities.
               -------------------------

       Not applicable.

Item 5.        Interests of Named Experts and Counsel.
               --------------------------------------

       Not applicable.

Item 6.        Indemnification of Directors and Officers.
               -----------------------------------------

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

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

Item 7. Exemption from Registration Claimed.
        -----------------------------------

        Not applicable.

Item 8. Exhibits.
        --------

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

Exhibit Number                     Exhibit
- --------------                     -------

     23             -         Consent of Deloitte & Touche LLP.

     24             -         Powers of Attorney.
4

        The Company hereby undertakes to submit the Plan and any subsequent
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner
and to make all changes required by the IRS in order to qualify the Plan under
Section 401(a) of the Internal Revenue Code, as amended.

Item 9. Undertakings.
        ------------
       (a) The undersigned Company hereby undertakes:

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

               (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, as amended (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;

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

           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
           this Section do not apply if the Registration Statement is on
           Form S-3, Form S-8 or Form F-3, and the information required to
           be included in a post-effective amendment by those paragraphs is
           contained in periodic reports filed with or furnished to the
           Commission by the Company pursuant to Section 13 or Section 15(d)
           of the Exchange Act that are incorporated by reference in the
           Registration Statement.

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

           (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.
5

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

       (c) Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Company pursuant to the foregoing provisions, or
       otherwise, the Company  has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed
       in the Securities Act and is, therefore, unenforceable.  In the event
       that a claim for indemnification against such liabilities (other than
       payment by the Company of expenses incurred or paid by a director,
       officer or controlling person of the Company in the successful defense
       of any action, suit or proceeding) is asserted by such director,
       officer or controlling person in connection with the securities being
       registered, the Company will, unless in the opinion of its counsel the
       matter has been settled by controlling precedent, submit to a court
       of appropriate jurisdiction the question whether such indemnification
       by it is against public policy as expressed in the Securities Act and
       will be governed by the final adjudication of such issue.
6 

                             SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Union Pacific 
Corporation 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 Bethlehem, Commonwealth of Pennsylvania, on 
this 23rd day of August, 1996.

                              UNION PACIFIC CORPORATION

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

     Pursuant to the requirements of the Securities Act of 1933, this Regis-
tration Statement on Form S-8 has been signed below on this 23rd day of 
August, 1996, by the following persons in the capacities indicated.

          Signature                          Title
          ---------                          ------
          

/s/ Drew Lewis                          Chairman of the Board, Chief Executive
- --------------                          Officer and Director 
    Drew Lewis                          (Principal Executive Officer)

/s/ L. White Matthews, III              Executive Vice President - Finance 
- --------------------------              and Director 
    L. White Matthews, III              (Principal Financial Officer)
                                        (Principal Accounting Officer)
7

Robert P. Bauman         Director     )
Richard B. Cheney        Director     )
E. Virgil Conway         Director     )
Richard K. Davidson      Director     )
Spencer F. Eccles        Director     )
Elbridge T. Gerry, Jr.   Director     )
William H. Gray, III     Director     )
Judith Richards Hope     Director     )   By:/s/ Thomas E. Whitaker     
Richard J. Mahoney       Director     )          ------------------
Jack L. Messman          Director     )          (Thomas E. Whitaker
John R. Meyer            Director     )          as Attorney-in-Fact)
Thomas A. Reynolds, Jr.  Director     )
James D. Robinson, III   Director     )
Robert W. Roth           Director     )
Richard D. Simmons       Director     )
8     
     
     Pursuant to the requirements of the Securities Act of 1933, the trustees 
(or other persons who administer the employee benefit plan) have duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Bethlehem, Commonwealth of
Pennsylvania, on this 23rd day of August, 1996.

                            CHICAGO AND NORTH WESTERN
                            RAILWAY COMPANY PROFIT SHARING
                            AND RETIREMENT SAVINGS PROGRAM

                            By:/s/ Ursula F. Fairbairn               
                               -----------------------
                              Ursula F. Fairbairn
                              Named Fiduciary - Plan Administration/
                              Senior Vice President - Human
                              Resources of Union Pacific Corporation
9 

                        INDEX TO EXHIBITS

Exhibit                                                        
Number                        Exhibit                          
- -------                       -------

  23       -       Consent of Deloitte & Touche LLP.

  24       -       Powers of Attorney.