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 of incorporation)      (I.R.S. employer         
                                        identification number) 
 
          Eighth and Eaton Avenues 
          Bethlehem, Pennsylvania                   18018 
     (Address of principal executive offices)     (zip code)           
 
                   Union Pacific Corporation/
        Chicago and North Western Transportation Company
                     1995 Stock Option Plan
                   
                       (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 of agent for service) 
                                  
<TABLE> 
<CAPTION> 
                  CALCULATION OF REGISTRATION FEE 
 
 
 
Title of      Amount      Proposed     Proposed     Amount 
securities     to be      maximum      maximum        of 
to be        registered   offering     aggregate   registra- 
registered                price        offering    tion fee 
                          per share*    price* 
- ---------    ----------   ---------   ----------   --------- 
<S>          <C>           <C>        <C>            <C> 
 
 Common      1,000,000     $54.31     $54,310,000    $18,728
 Stock,      shares 
$2.50 par    
value 
<FN>  
*Estimated pursuant to Rule 457 under the Securities Act of 
1933, as amended, solely for the purpose of computing the 
registration fee. 
 
</TABLE> 
 
                              PART II 
 
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.   Incorporation of Documents by Reference. 
 
     Union Pacific Corporation ("Union Pacific") incorporates herein by 
     reference the following documents as filed with the Commission: 
 
     (a)  Annual Report on Form 10-K of Union Pacific for the fiscal  
     year ended December 31, 1994; 
 
     (b)  All other reports filed by Union Pacific pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") 
     since the end of the fiscal year covered by the Annual Report referred to 
     in (a) above; and 
 
     (c)  Description of capital stock (including the Common Stock)
     contained in the Prospectus, dated January 29, 1988, forming a part
     of Union Pacific's Registration Statement on Form S-3 (File No.
     33-19866). 
 
     All documents subsequently filed by Union Pacific 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 have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing
such documents. 
 
     The consolidated financial statements incorporated in this
Registration Statement by reference from Union Pacific's Annual Report
on Form 10-K for the year ended December 31, 1994 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. 
 
Item 4.   Description of Securities. 
 
     Not Applicable. 
 
Item 5.   Interests of Named Experts and Counsel. 
 
     An opinion stating that the shares of Common Stock registered
hereunder, when sold, will be validly issued, fully paid and non-
assessable in accordance with Utah law has been rendered to Union
Pacific on April 12, 1995 by Richard J. Ressler, Assistant General
Counsel of Union Pacific.  Mr. Ressler owns approximately 5,810 shares
of Common Stock, including retention and restricted shares granted under
Union Pacific's 1993 Stock Option and Retention Stock Plan and 1990
Retention Stock Plan, and holds options to purchase 47,350 additional
shares of Common Stock. 
 
Item 6.   Indemnification of Directors and Officers. 
 
     Union Pacific 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.  Union Pacific's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances.  Union Pacific maintains insurance on behalf of directors
and officers against liability asserted against them arising out of their
status as directors and officers. 
 
     Union Pacific's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of Union Pacific for
monetary damages for a breach of their fiduciary duty as directors.  This
provision does not eliminate the liability of a director for (1) the
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 Revised
Business Corporation Act of Utah (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 Union Pacific pursuant to statute, its By-laws, or otherwise,
Union Pacific 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         -   Opinion of Richard J. Ressler, Esq. 
 
     23(a)     -   Consent of Deloitte & Touche LLP. 
 
     23(b)     -   Consent of Richard J. Ressler, Esq.(included 
                   in Exhibit 5 above). 
 
     24        -   Powers of Attorney. 
 
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 of 1933 ("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; 
 
     Provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(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 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 
 
                            SIGNATURES 
 
     Pursuant to the requirements of the Securities Act of 1933, Union
Pacific 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 6th day of April, 1995. 
 
                                UNION PACIFIC CORPORATION 
 
                                 
                                By /s/ L. White Matthews, III    
 
                                   L. White Matthews, III 
                                   Executive Vice President - 
                                   Finance 
 
     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 6th day of April,
1995, by the following persons in the capacities indicated. 
 
          Signature                          Title 
 
 
/s/ Drew Lewis                Chairman of the Board, President, 
(Drew Lewis)                  Chief Executive Officer and         
                              Director (Principal Executive 
                              Officer) 
 
 
/s/ L. White Matthews, III    Executive Vice President -  
(L. White Matthews, III)      Finance and Director (Principal 
                              Financial Officer) 
 
 
 
/s/ Charles E. Billingsley    Vice President and Controller 
(Charles E. Billingsley)      (Principal Accounting Officer) 
 
  
 
 
 
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  ) 
Lawrence M. Jones        Director  ) 
Richard J. Mahoney       Director  ) By: /s/ Thomas E. Whitaker 
Claudine B. Malone       Director  )     (Thomas E. Whitaker 
Jack L. Messman          Director  )     as Attorney-in-Fact)
John R. Meyer            Director  )    
Thomas A. Reynolds, Jr.  Director  ) 
James D. Robinson, III   Director  ) 
Robert W. Roth           Director  ) 
Richard D. Simmons       Director  ) 
 
 
 
 
                         INDEX TO EXHIBITS 
 
 
 
Exhibit 
Number 
 
5         -    Opinion of Richard J. Ressler, Esq. 
 
23 (a)    -    Consent of Deloitte & Touche LLP. 
 
23 (b)    -    Consent of Richard J. Ressler, Esq. 
               (included in Exhibit 5 above). 
 
24        -    Powers of Attorney.
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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 of incorporation)      (I.R.S. employer         
                                        identification number) 
 
          Eighth and Eaton Avenues 
          Bethlehem, Pennsylvania                   18018 
     (Address of principal executive offices)     (zip code)           
 
                   Union Pacific Corporation/
        Chicago and North Western Transportation Company
                     1995 Stock Option Plan
                   
                       (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 of agent for service)
CALCULATION OF REGISTRATION FEE 
 
 
 
Title of      Amount      Proposed     Proposed     Amount 
securities     to be      maximum      maximum        of 
to be        registered   offering     aggregate   registra- 
registered                price        offering    tion fee 
                          per share*    price* 
- ---------    ----------   ---------   ----------   ---------
Common      1,000,000     $54.31     $54,310,000    $18,728
 Stock,      shares 
$2.50 par    
value
*Estimated pursuant to Rule 457 under the Securities Act of 
1933, as amended, solely for the purpose of computing the 
registration fee.
PART II 
 
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.   Incorporation of Documents by Reference. 
 
     Union Pacific Corporation ("Union Pacific") incorporates herein by 
     reference the following documents as filed with the Commission: 
 
     (a)  Annual Report on Form 10-K of Union Pacific for the fiscal  
     year ended December 31, 1994; 
 
     (b)  All other reports filed by Union Pacific pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") 
     since the end of the fiscal year covered by the Annual Report referred to 
     in (a) above; and 
 
     (c)  Description of capital stock (including the Common Stock)
     contained in the Prospectus, dated January 29, 1988, forming a part
     of Union Pacific's Registration Statement on Form S-3 (File No.
     33-19866). 
 
     All documents subsequently filed by Union Pacific 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 have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing
such documents. 
 
     The consolidated financial statements incorporated in this
Registration Statement by reference from Union Pacific's Annual Report
on Form 10-K for the year ended December 31, 1994 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. 
 
Item 4.   Description of Securities. 
 
     Not Applicable. 
 
Item 5.   Interests of Named Experts and Counsel. 
 
     An opinion stating that the shares of Common Stock registered
hereunder, when sold, will be validly issued, fully paid and non-
assessable in accordance with Utah law has been rendered to Union
Pacific on April 12, 1995 by Richard J. Ressler, Assistant General
Counsel of Union Pacific.  Mr. Ressler owns approximately 5,810 shares
of Common Stock, including retention and restricted shares granted under
Union Pacific's 1993 Stock Option and Retention Stock Plan and 1990
Retention Stock Plan, and holds options to purchase 47,350 additional
shares of Common Stock. 
 
Item 6.   Indemnification of Directors and Officers. 
 
     Union Pacific 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.  Union Pacific's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances.  Union Pacific maintains insurance on behalf of directors
and officers against liability asserted against them arising out of their
status as directors and officers. 
 
     Union Pacific's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of Union Pacific for
monetary damages for a breach of their fiduciary duty as directors.  This
provision does not eliminate the liability of a director for (1) the
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 Revised
Business Corporation Act of Utah (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 Union Pacific pursuant to statute, its By-laws, or otherwise,
Union Pacific 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         -   Opinion of Richard J. Ressler, Esq. 
 
     23(a)     -   Consent of Deloitte & Touche LLP. 
 
     23(b)     -   Consent of Richard J. Ressler, Esq.(included 
                   in Exhibit 5 above). 
 
     24        -   Powers of Attorney. 
 
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 of 1933 ("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; 
 
     Provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(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 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 
 
                            SIGNATURES 
 
     Pursuant to the requirements of the Securities Act of 1933, Union
Pacific 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 6th day of April, 1995. 
 
                                UNION PACIFIC CORPORATION 
 
                                 
                                By /s/ L. White Matthews, III    
 
                                   L. White Matthews, III 
                                   Executive Vice President - 
                                   Finance 
 
     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 6th day of April,
1995, by the following persons in the capacities indicated. 
 
          Signature                          Title 
 
 
/s/ Drew Lewis                Chairman of the Board, President, 
(Drew Lewis)                  Chief Executive Officer and         
                              Director (Principal Executive 
                              Officer) 
 
 
/s/ L. White Matthews, III    Executive Vice President -  
(L. White Matthews, III)      Finance and Director (Principal 
                              Financial Officer) 
 
 
 
/s/ Charles E. Billingsley    Vice President and Controller 
(Charles E. Billingsley)      (Principal Accounting Officer) 
 
  
 
 
 
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  ) 
Lawrence M. Jones        Director  ) 
Richard J. Mahoney       Director  ) By: /s/ Thomas E. Whitaker 
Claudine B. Malone       Director  )     (Thomas E. Whitaker 
Jack L. Messman          Director  )     as Attorney-in-Fact)
John R. Meyer            Director  )    
Thomas A. Reynolds, Jr.  Director  ) 
James D. Robinson, III   Director  ) 
Robert W. Roth           Director  ) 
Richard D. Simmons       Director  ) 
 
 
 
 
                         INDEX TO EXHIBITS 
 
 
 
Exhibit 
Number 
 
5         -    Opinion of Richard J. Ressler, Esq. 
 
23 (a)    -    Consent of Deloitte & Touche LLP. 
 
23 (b)    -    Consent of Richard J. Ressler, Esq. 
               (included in Exhibit 5 above). 
 
24        -    Powers of Attorney.