Page 1 of 21 pages;  Index To Exhibits Is On Page 8 As filed with the Securities
and Exchange Commission on August 1, 2000

-------------------------------------------------------------------
                                    Registration No. 333-


                                  UNITED STATES

                       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 of     (I.R.S.Employer Identification No.)
      incorporation or organization)
           1416 Dodge Street

           Omaha, NE                                   68179
      (Address of Principal Executive Offices)      (Zip Code)
               Union Pacific Corporation 2000 Directors Stock Plan
                              (Full title of plan)
                               CARL W. VON BERNUTH

                    Senior Vice President and General Counsel

                            UNION PACIFIC CORPORATION

                                1416 Dodge Street

                                 Omaha, NE 68179

                                 (402) 271-5777

(Name, address and telephone number, including area code, of agent for service)
                         CALCULATION OF REGISTRATION FEE

====================================================================
Title of       Amount to   Proposed      Proposed      Amount of
securities to  be          maximum       maximum       registration
be registered  registered  offering      aggregate     fee
                           price per     offering
                           share(1)      price (1)

--------------------------------------------------------------------
Common Stock
Par Value      550,000     $40.0625      $22,034,375   $5,818.00
$2.50 Per
Share

====================================================================
(1)Estimated  pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes
   of calculating  the  registration  fee based upon the average of the high and
   low sales price of Common Stock on July 26, 2000.


<PAGE>





                                     PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*
        ----------------


Item 2. Registrant   Information   and  Employee  Plan  Annual Information.*
        --------------------------------------------------------------------

        *Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance  with Rule 428 under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  and  the  Note  to  Part I of  Form  S-8.  The  document(s)
containing such information will be sent or given to participating  employees as
specified in Rule  428(b)(1) of the  Securities  Act.  These  documents  and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

        The  following  documents,  which  have been filed  previously  by 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, as amended,
            for the fiscal year ended December 31, 1999;

        (b) 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

        (c) The description of the Common Stock of the Company,  par value $2.50
            per share, 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
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.

        For purposes of this Registration Statement,  any statement contained in
a document  incorporated  or deemed to be  incorporated  by  reference  shall be
deemed to be modified  or  superseded  to the extent that a statement  contained
herein or in any other subsequently filed document which also is or is deemed to

<PAGE>


be  incorporated  herein by reference  modifies or supersedes  such statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

        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,  1999 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 securities registered hereunder, when issued
in  accordance  with the  provisions  of the  Plan,  will be valid  and  binding
obligations of the Company has been rendered to the Company on August 1, 2000 by
Ellen J. Curnes,  Senior  Corporate  Counsel of the Company.  Ms.  Curnes is the
beneficial  owner of 400 shares of the Company's  Common Stock granted under the
Company's  1993 Stock  Option  and  Retention  Stock  Plan and holds  options to
purchase 1,000 additional shares of the Company's Common Stock.

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.


<PAGE>


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

      5         -    Opinion of Ellen J. Curnes

      23.1      -    Consent of Deloitte & Touche LLP

      23.2      -    Consent of Ellen J. Curnes  (included  in Exhibit 5 above)

      24        -    Powers of Attorney

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;

                (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 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 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.


<PAGE>


            (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  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 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 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>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, the Company
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 Omaha,  State of Nebraska on this 1st day of August,
2000.

                               UNION PACIFIC CORPORATION


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

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed below on this 1st day of August, 2000, by
the following persons in the capacities indicated.

           Signature                      Title

 /s/ Richard K. Davidson          Chairman of the Board,
------------------------------    President, Chief
    (Richard K. Davidson)         Executive Officer and Director
                                  (Principal Executive Officer)


 /s/ James R. Young               Executive Vice
------------------------------    President - Finance
    (James R. Young)              (Principal Financial Officer)


 /s/ Richard J. Putz              Vice President and Controller
------------------------------    (Principal Accounting Officer)
    (Richard J. Putz)




<PAGE>




Philip F. Anschutz        Director    )
Robert P. Bauman          Director    )        By:/s/  Thomas  E. Whitaker
Richard B. Cheney         Director    )                -------------------
E. Virgil Conway          Director    )                (Thomas E. Whitaker
Thomas J. Donohue         Director    )                -------------------
Spencer F. Eccles         Director    )                as Attorney-in-Fact)
Ivor J. Evans             Director    )
Elbridge T. Gerry, Jr.    Director    )
Judith Richards Hope      Director    )
Richard J. Mahoney        Director    )
Richard D. Simmons        Director    )




<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number                       Exhibit

   5            -    Opinion of Ellen J. Curnes


   23.1         -    Consent of Deloitte & Touche LLP


   23.2         -    Consent of Ellen J. Curnes (included in Exhibit 5 above)


   24           -    Powers of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 OF 08/01/00", "secsgml_size_bytes": 16056}]
{"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": "333-42768", "film-number": "683769"}, "business-address": {"street1": "1416 DODGE STREET", "street2": "MC 10015", "city": "OMAHA", "state": "NE", "zip": "68179", "phone": "2147435600"}, "mail-address": {"street1": "1416 DODGE STREET", "street2": "MC 10015", "city": "OMAHA", "state": "NE", "zip": "68179"}}
Page 1 of 21 pages;  Index To Exhibits Is On Page 8 As filed with the Securities
and Exchange Commission on August 1, 2000

-------------------------------------------------------------------
                                    Registration No. 333-

                                  UNITED STATES

                       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 of     (I.R.S.Employer Identification No.)
      incorporation or organization)
           1416 Dodge Street

           Omaha, NE                                   68179
      (Address of Principal Executive Offices)      (Zip Code)
               Union Pacific Corporation 2000 Directors Stock Plan
                              (Full title of plan)
                               CARL W. VON BERNUTH

                    Senior Vice President and General Counsel

                            UNION PACIFIC CORPORATION

                                1416 Dodge Street

                                 Omaha, NE 68179

                                 (402) 271-5777

(Name, address and telephone number, including area code, of agent for service)
                         CALCULATION OF REGISTRATION FEE

====================================================================
Title of       Amount to   Proposed      Proposed      Amount of
securities to  be          maximum       maximum       registration
be registered  registered  offering      aggregate     fee
                           price per     offering
                           share(1)      price (1)

--------------------------------------------------------------------
Common Stock
Par Value      550,000     $40.0625      $22,034,375   $5,818.00
$2.50 Per
Share

====================================================================
(1)Estimated  pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes
   of calculating  the  registration  fee based upon the average of the high and
   low sales price of Common Stock on July 26, 2000.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*
        ----------------

Item 2. Registrant   Information   and  Employee  Plan  Annual Information.*
        --------------------------------------------------------------------

        *Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance  with Rule 428 under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  and  the  Note  to  Part I of  Form  S-8.  The  document(s)
containing such information will be sent or given to participating  employees as
specified in Rule  428(b)(1) of the  Securities  Act.  These  documents  and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

        The  following  documents,  which  have been filed  previously  by 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, as amended,
            for the fiscal year ended December 31, 1999;

        (b) 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

        (c) The description of the Common Stock of the Company,  par value $2.50
            per share, 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
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.

        For purposes of this Registration Statement,  any statement contained in
a document  incorporated  or deemed to be  incorporated  by  reference  shall be
deemed to be modified  or  superseded  to the extent that a statement  contained
herein or in any other subsequently filed document which also is or is deemed to
be  incorporated  herein by reference  modifies or supersedes  such statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

        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,  1999 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 securities registered hereunder, when issued
in  accordance  with the  provisions  of the  Plan,  will be valid  and  binding
obligations of the Company has been rendered to the Company on August 1, 2000 by
Ellen J. Curnes,  Senior  Corporate  Counsel of the Company.  Ms.  Curnes is the
beneficial  owner of 400 shares of the Company's  Common Stock granted under the
Company's  1993 Stock  Option  and  Retention  Stock  Plan and holds  options to
purchase 1,000 additional shares of the Company's Common Stock.

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

      5         -    Opinion of Ellen J. Curnes

      23.1      -    Consent of Deloitte & Touche LLP

      23.2      -    Consent of Ellen J. Curnes  (included  in Exhibit 5 above)

      24        -    Powers of Attorney

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;

                (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 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 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.

        (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 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 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.
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, the Company
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 Omaha,  State of Nebraska on this 1st day of August,
2000.

                               UNION PACIFIC CORPORATION

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

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed below on this 1st day of August, 2000, by
the following persons in the capacities indicated.

           Signature                      Title

 /s/ Richard K. Davidson          Chairman of the Board,
------------------------------    President, Chief
    (Richard K. Davidson)         Executive Officer and Director
                                  (Principal Executive Officer)

 /s/ James R. Young               Executive Vice
------------------------------    President - Finance
    (James R. Young)              (Principal Financial Officer)

 /s/ Richard J. Putz              Vice President and Controller
------------------------------    (Principal Accounting Officer)
    (Richard J. Putz)
Philip F. Anschutz        Director    )
Robert P. Bauman          Director    )        By:/s/  Thomas  E. Whitaker
Richard B. Cheney         Director    )                -------------------
E. Virgil Conway          Director    )                (Thomas E. Whitaker
Thomas J. Donohue         Director    )                -------------------
Spencer F. Eccles         Director    )                as Attorney-in-Fact)
Ivor J. Evans             Director    )
Elbridge T. Gerry, Jr.    Director    )
Judith Richards Hope      Director    )
Richard J. Mahoney        Director    )
Richard D. Simmons        Director    )
INDEX TO EXHIBITS

Exhibit
Number                       Exhibit

   5            -    Opinion of Ellen J. Curnes

   23.1         -    Consent of Deloitte & Touche LLP

   23.2         -    Consent of Ellen J. Curnes (included in Exhibit 5 above)

   24           -    Powers of Attorney