<PAGE> 1

As filed with the Securities and Exchange Commission on July 29,
1994

                                   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
of incorporation or organization)              Identification No.
         
     Eighth and Eaton Avenues
     Bethlehem, Pennsylvania                          18018
(Address of Principal Executive Offices)            (Zip Code)

                          Union Pacific Motor Freight 
                      Agreement Employee 401(k) Retirement
                                  Thrift 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, 
                including area code, of agent for service)
<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE

Title of       Amount         Proposed    Proposed     Amount of 
securities     to be          maximum     maximum      registra-
to be          registered     offering    agregate     tion fee  
registered                    price per   offering
                              share       price
- ----------     ----------     ---------   --------     ---------
<S>              <C>          <C>         <C>            <C>
Common Stock,  
Par Value        10,000       $58.01      $580,100       $201
$2.50 Per        Shares         (1)         (1)
Share                                         
- -----------    -----------    ----------  ---------    ----------
Thrift Plan        (2)           (2)         (2)          (2)
Interests
<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 high and low sales price of
     shares of Common Stock reported in the consolidated
     reporting system as of July 25, 1994.

(2)  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
     Union Pacific Motor Freight Agreement Employee 401(k)
     Retirement Thrift Plan.  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 Union Pacific
Corporation (the "Company") with the Securities and Exchange
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, 1993.

          (b)  All other reports filed pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act
               of 1934 since the end of the fiscal year
               covered by the Annual Report referred to in (a)
               above.

          (c)  The description of the capital stock of the
               Company (including the Common Stock of the
               Company) contained in the Prospectus dated
               January 29, 1988, forming a part of the
               Company's Registration Statement on Form S-3
               (File No. 33-19866).

          All reports and other documents subsequently filed
by the Company or the Union Pacific Motor Freight
Agreement Employee 401(k) Retirement Thrift Plan (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securi-
ties Exchange Act of 1934, 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.

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

<PAGE> 3

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 (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 distribu-
tions) 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.

     24        -              Powers of Attorney.

     The Registrant hereby undertakes to submit the Plan and
any amendment thereto to the Internal Revenue Service (the
"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 of 1986, as amended.

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;

<PAGE> 4

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

               (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; and

               (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
          information required to be included in a post-
          effective amendment by those paragraphs is contained
          in periodic reports filed by the Company pursuant to
          Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by
          reference in the Registration Statement.

          (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's
     annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where
     applicable, each filing of the Plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act
     of 1934) 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.
<PAGE> 5

     (c)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 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 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.
<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 29th day of
July 1994.


                              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 on Form S-8 has been
signed below on this 29th day of July 1994, by the following
persons in the capacities indicated.


       Signature                        Title



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

                             (Principal Executive Officer)


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


/s/ Charles E. Billnigsley   Vice President and Controller
(Charles E. Billingsley)     (Principal Accounting Officer)

<PAGE> 7

Robert P. Bauman         Director  )
Richard B. Cheney        Director  )
E. Virgil Conway         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
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 29th day of July 1994.

                         UNION PACIFIC MOTOR FREIGHT
                         AGREEMENT EMPLOYEE 401(k)RETIREMENT
                         THRIFT PLAN


                         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.

  24      -    Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "UPMF S-8 TEXT", "secsgml_size_bytes": 14484}]
{"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": "033-54811", "film-number": "94540911"}, "business-address": {"street1": "MARTIN TOWER", "street2": "EIGHTH AND EATON AVES", "city": "BETHLEHEM", "state": "PA", "zip": "18018", "phone": "2158613200"}}
1

As filed with the Securities and Exchange Commission on July 29,
1994

                                   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
of incorporation or organization)              Identification No.
         
     Eighth and Eaton Avenues
     Bethlehem, Pennsylvania                          18018
(Address of Principal Executive Offices)            (Zip Code)

                          Union Pacific Motor Freight 
                      Agreement Employee 401(k) Retirement
                                  Thrift 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, 
                including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

Title of       Amount         Proposed    Proposed     Amount of 
securities     to be          maximum     maximum      registra-
to be          registered     offering    agregate     tion fee  
registered                    price per   offering
                              share       price
- ----------     ----------     ---------   --------     ---------
Common Stock,  
Par Value        10,000       $58.01      $580,100       $201
$2.50 Per        Shares         (1)         (1)
Share                                         
- -----------    -----------    ----------  ---------    ----------
Thrift Plan        (2)           (2)         (2)          (2)
Interests
(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 high and low sales price of
     shares of Common Stock reported in the consolidated
     reporting system as of July 25, 1994.

(2)  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
     Union Pacific Motor Freight Agreement Employee 401(k)
     Retirement Thrift Plan.  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 Union Pacific
Corporation (the "Company") with the Securities and Exchange
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, 1993.

          (b)  All other reports filed pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act
               of 1934 since the end of the fiscal year
               covered by the Annual Report referred to in (a)
               above.

          (c)  The description of the capital stock of the
               Company (including the Common Stock of the
               Company) contained in the Prospectus dated
               January 29, 1988, forming a part of the
               Company's Registration Statement on Form S-3
               (File No. 33-19866).

          All reports and other documents subsequently filed
by the Company or the Union Pacific Motor Freight
Agreement Employee 401(k) Retirement Thrift Plan (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securi-
ties Exchange Act of 1934, 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.

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
3

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 (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 distribu-
tions) 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.

     24        -              Powers of Attorney.

     The Registrant hereby undertakes to submit the Plan and
any amendment thereto to the Internal Revenue Service (the
"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 of 1986, as amended.

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;
4

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

               (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; and

               (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
          information required to be included in a post-
          effective amendment by those paragraphs is contained
          in periodic reports filed by the Company pursuant to
          Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by
          reference in the Registration Statement.

          (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's
     annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where
     applicable, each filing of the Plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act
     of 1934) 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.
5

     (c)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 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 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.
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 29th day of
July 1994.

                              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 on Form S-8 has been
signed below on this 29th day of July 1994, by the following
persons in the capacities indicated.

       Signature                        Title

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

                             (Principal Executive Officer)

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

/s/ Charles E. Billnigsley   Vice President and Controller
(Charles E. Billingsley)     (Principal Accounting Officer)
7

Robert P. Bauman         Director  )
Richard B. Cheney        Director  )
E. Virgil Conway         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
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 29th day of July 1994.

                         UNION PACIFIC MOTOR FREIGHT
                         AGREEMENT EMPLOYEE 401(k)RETIREMENT
                         THRIFT PLAN

                         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.

  24      -    Powers of Attorney.